Childish fears
by Yhoretta
Summary: "Welcome to your nightmare. Welcome to the land of your childish fears." The Doctor meets a strange young woman from the year 1890, who claims to have seen him before in her dreams. If that's not enough, people are going mad, and all because of their red eyes. Armageddon is coming, but will the pair be able to reverse the Earth's fiery fate?
1. Red eyes and a cuppa

The young woman walked briskly across the church, her boots clicking against the well-worn rug that guided her to the booths in the corner of the building. She opened the door and forced her way in, having to press down her voluminous skirts to sit on the bench.

"Er...I'm not really sure how this works," she said. "I mean, I'm not even Christian, and I haven't done anything wrong; not that I know of. I just really needed someone to talk to. Someone who I knew would listen to me."

"What is your name, child?" asked the priest from the booth beside her.

"Wilhelmina Arkwood sir." The woman adjusted her dress uncomfortably. She hated the small dark space already.

"What did you want to tell me?" continued the priest.

Wilhelmina sighed. "I've been having recurring dreams. Bad dreams. There's always a man there, and he's saying something to me, only- I can't remember it when I wake up. My parents think I've gone mad. They think I read too much, that my head is full of nonsense at all times but that it comes to fruition at night. I am truly beginning to struggle with my sanity."

The priest tapped his fingers against the wooden wall. "What is the name of this man in your dreams?"

"Well, I do not know him by face. But I remember his name, because I am screaming it when I wake up. He calls himself 'The Doctor'."

"The Doctor...what do you know of him?"

Wilhelmina sighed and stepped out of her booth. "Nothing more. Thank you for listening to me father, but I don't believe you are able to help."

The priest walked up to Wilhelmina and clasped her wrists in his large hands. She was forced to stop and turn around to face him. His eyes lost their gentle blue colour and burned red, giving him a terrifyingly animalistic presence.

"What has happened to you? Let go of me!" cried Wilhelmina. She swiftly jerked herself free and dug her heel into the priest's foot. He howled in pain. Wilhelmina ran desperately into the cold London night, her heels now clicking against the patchwork asphalt. An old horse and cart trotted by, carrying an elderly couple and their son- nearly trampling the priest who dashed into the darkness after Wilhelmina. She did not know him, and yet he reached and chased and growled after her like an old enemy seeking revenge. Wilhelmina pressed herself up against a wall and he passed by furiously. She slipped into the shadows but stopped as her skirts caught on a rusty nail from one of the buildings and tore up to her knee. Nevermind. Running for one's life often necessitated the need for haste and, unfortunately, negated the worry of ruining mother's dress.

The priest's eyes shone like scarlet searchlights and sought their victim relentlessly.

Wilhelmina stood, shivering, against a new wall that had seemingly appeared out of nowhere. Suddenly she fell forward into a murky puddle as the solid force shifted, like a door had been opened.

"Oh, _eighteen_ ninety. Well, close enough...Hello; what are you doing on the ground?"

Wilhelmina looked up to see the kind brown eyes of a man she did not know, but whose face seemed strangely familiar. She took his hand and allowed herself to be pulled to her feet.

"I-I'm running away," she explained to his questioning expression, wiping dirt from her cheeks. "I was talking to a priest a-and as soon as I mentioned a name his eyes started to glow red and he lost his mind. I know it may sound ludicrous-"

"No no, I believe you," interrupted the man.

A rickety car drove past, pumping smoke, steam and smog. The streets were so very empty compared to the daytime bustle.

"I don't remember this blue box being here before. What is it?" asked Wilhelmina. Suddenly the priest's footsteps came back, getting louder and louder. "Help me, please. I must hide."

The Doctor thought about it for a moment. "Alright, come with me." He guided her to the blinding light that radiated from his box. Wilhelmina stepped inside and gasped at the sheer size of the console room.

"It's…" She nearly ran out to check that it was fully solid on the outside, but she saw the face of the savage priest. The Doctor slammed the doors. "Thank you, dear stranger. You and your magic box have saved my life."

"Yes, well...I'm gonna take you home; then you can call the police and forget that any of this ever happened." The Doctor flipped a switch and the room shuddered like a child's snow globe being shaken for the first time.

"It flies?! May I see?" When she got no response, Wilhelmina leaned on the console beside him and fidgeted with her mucky skirts. "What is your name, sir? Mine is Wilhelmina, but I do prefer to be called Will."

"The Doctor." He shook her hand and those grey eyes of hers widened to the size of saucers.

"It is you! You are the one who has been calling to me in my dreams," Will exclaimed.

The Doctor raised an eyebrow. "Not that I know of. You've probably got me confused with someone else."

"No, I-" Will staggered back as the Doctor pushed past her absently. His hands sprung to life on the controls, fingers working like gears to a machine. They arrived at Will's house after she had told him the address. It was a nice place, big and expensive, yet modest compared to some of the other homes on the street. The TARDIS stood nestled behind a large shrub that hugged the property. Leaves fell in clusters as the door opened.

"We really _have_ moved!" exclaimed Will, throwing her arms to the night sky. "This is pure and utter nonsense, it really is!" A thrush swooped down in a dive- narrowly missing the two lonely figures- and swooped back up into a nearby tree. It chirped contentedly as it nuzzled into its nest. Will took a couple of steps across the lawn before realising that the Doctor was not following her. He stood casually, leaning against his TARDIS.

"What is the matter Doctor?" asked Will, the gentle wind whipping through her tangled hair.

"Nothing," he replied. "I've dropped you off home. You can sort out that business with the priest and be on with your life."

"Then why are you still here?" Will started to walk backwards towards the house, taking small steps to keep her eye on the Doctor.

"Well...I may have, sort of, exhausted my supply of tea on the TARDIS," he smiled, "and I _did_ just save you…"

Will froze, a grin dancing on her lips. "Would you care to come in for a cup, Doctor?" she offered dramatically.

The Doctor pulled the TARDIS door closed with a _click _and caught up to her so that they could walk together. "Oh yes please." The duo snuck behind the large, cream-coloured house and Will produced a silver key from behind one of the plants. She placed a finger to her lips and opened the back door as quietly as possible. Unfortunately, it creaked, _loudly._

"Damn," hissed Will, instantly biting her tongue for swearing as mother had often said to do. She fumbled around in the dark until her fingers curled around a tin box of matches. The Doctor found the lamp for her and held it down while she struck a light. A shrewd and wrinkled face appeared from the shadows. It was attached to the body of Mrs. Arkwood, the lady of the house. She pulled her shawl closer to her neck irritably.

"What time of night do you call this Wilhelmina?" she asked. "And why are you sneaking around by the servant's quarters?"

"Sorry mama, I got lost in my wanderings," replied Will, bowing her head slightly and clutching her lamp tightly. "I didn't want to wake you."

"Indeed my girl, you always seem to have your head in the clouds, and look at what you have done to my lovely evening dr-" The woman trailed off as she finally noticed the Doctor standing awkwardly behind Will. "Good grief, who the devil are you?"

"I'm the Doctor. I just came by for a cuppa," he said pointedly.

"This man saved my life mama," added Will for good measure.

Mrs. Arkwood regarded the scruffy pair indignantly, before finally releasing a heavy sigh. "Very well, you may tell me about it in the morning. Until then, you my girl must get dressed. You bring shame upon your siblings and I in that torn monstrosity. As for you, _Doctor_, I shall bring tea -but then I expect to see you gone come the hour- understood?"

"Yes ma'am."

Will waited until her mother had turned her back before leaning over to whisper to the Doctor. "Do come back to see me again after this night. I wish to know more about your mysterious box." She ran off before he could reply. Later on, when the clock had struck one and birds were preparing for morning, the Doctor left in his TARDIS. He didn't stop, he didn't think for a second, and he didn't look back.

* * *

_One month later:_

The shamed priest hung his head low, wallowing in self-pity and despair. He had called to God, but no one had been home. 3 weeks, 1 day, 3 hours and 16 seconds had passed since his arrest, and he'd counted every moment that had to be spent in this cramped, stinking, and damp little cell. Guards came and went, but not a single one would explain to him why he'd been arrested. They just sneered and threw pebbles when no one was watching.

All the priest could remember was waking up on the street- his back burning with pain from a fall -and seeing a person with devilish red eyes walking away. The police had found him the next morning, saying they'd received a letter. Maybe he deserved his punishment. All the priest cared about now, sitting in solitude in the dark, was that whoever had done this would be brought to justice. A tear fell from his eye.

* * *

Will twirled in her dress, craning her neck every which way to get a good view in the mirror. She moaned in disappointment and grabbed a handful of the skirts in her fists, scrunching them.

"Oh do stop your insistent groaning, you look fine," said Jonathan Arkwood. He pushed her aside with his hip. "And stop hogging the looking-glass, I need it too."

"Not as much as Charlotte and Meryl. They've switched dresses by 'accident' and their shoes have 'lost' the heels." Will grinned cheekily. Her brother rolled his eyes and continued to slick back his hair as though nothing else mattered. Will flopped down on Jonathan's bed and buried her chin into her hand.

"Do you think he will be here?" she asked.

"Do I think _who_ will be here?" replied Jonathan.

"The Doctor. I had hoped he'd be returning, but it has been simply ages."

"Look, if he_ is_ coming, he will be at the ball. Now come on, we must make it there before Lottie or else she'll have a fit if no one is there to introduce her." Will linked her arm through his as they made their way back to the main hall where bustles of upper-class people were milling around and bobbing in time to the piano music played by Mrs. Arkwood. Will broke away from her brother and attempted to mingle, but her pinned-up hair was itching horribly and Charlotte had finally made it to the top of the stairs. Jonathan opened his mouth to introduce her.

The front doors opened, causing a deafening silence to kill the noise. A man stood impressively at the entrance, his eyes locked with Will's.

"Sorry for crashing the party. Happy birthday," he glanced to Charlotte, "but unfortunately there's a problem. A big problem, and I need your help Will." The Doctor held out his fingers to her. Meryl Arkwood reached out to stop her, but Will stepped forward and took the hand firmly.

"What do you need, Doctor?"


	2. I am with you

"Are you sure your sister won't mind us slipping away from her party?" asked the Doctor, tugging Will along behind him at high speed.

"Well, we hardly_ slipped away_. Everyone saw us." Will felt her skirts trailing along on the pavement and hitching them up with her free hand was the only thing that stopped her from tripping over. "But no, she doesn't care. As long as she has got the spotlight for her special day then I am expendable. Now where are we gooooooooing?!" The Doctor was gathering speed, making it evermore impossible to keep up with his long strides.

"That priest, we need to talk to him. Something's altering the future of this planet and I think it has everything to do with him and his red eyes."

Will dragged her heels into the pavement, forcing the Doctor to stop. "Why can we not take your magical box?"

"We need to be inconspicuous. This thing is intelligent. It will either still be with the priest, or he'll know where it's gone." he replied. "I hope." Will sat down, right there on the walkway, and kicked off her boots. An old woman with her grey hair piled up in ringlets looked down her nose at Will and mumbled something about 'disgraceful behaviour,' as she passed.

"What are you doing?" asked the Doctor, offering a hand up.

"Isn't it obvious, dear stranger? Now I can run properly," said Will. She followed him through the city. They descended further and further as the buildings and people slowly became poorer and poorer. Men, women, children- all had been hiding in the shadows but crawled out to beg at the newcomers' feet. The Doctor and Will had slowed their pace to a steady walk, since they'd nearly arrived, so Will had to watch the urchins for longer than she could bear. The Doctor squeezed her hand but it offered no comfort.

"It's horrible," she whispered. "I've never seen anything like it, and that_ stink_. How could I not know that this existed?"

The Doctor didn't reply. He was far too familiar with these sights. They stopped outside a slightly less grisly building and the Doctor rung the bell. It chimed, ironically cheerful. A man in a faded black uniform poked his head out from behind the door and scrutinized the two visitors.

The man wore strange clothing, odd looking shoes and that hair of his seemed to defy gravity! As for the woman, she was quite short- only coming up to the man's shoulder- and seemed respectable enough with her tied up brown hair and long, white dress. But her ankles were nearly exposed. The police man blushed under his impressive mustache.

"Have you come to make a complaint, see a prisoner, or file for an arrest?" he asked nervously.

The Doctor pulled out a slip of white paper and held it in front of the police man's nose. "Detective John Smith, on loan from Scotland Yard. I've just got to talk to a prisoner of yours, a priest by the name of Barnabas Addams."

"I see, sir." The police man opened the door a little wider, his eyes appraising Will's disheveled appearance.

"This is my assistant, Wilhelmina," said the Doctor. "She's had a bad day," he added as an afterthought. The police man seemed to accept this.

The group stepped into the building and walked briskly through a succession of dark corridors, until finally reaching the right cell. Will grimaced as the ground squelched under her feet and a drop of water landed on her neck from an unseen leak in the ceiling. Barnabas Addams, the priest, looked up at them. His blue eyes locked onto Will, but there was no anger hidden behind his kind expression.

"I shall be outside if you need me," said the police man. Will hid herself behind the Doctor's back, but the priest's gaze still followed her.

"We've just come to ask you a few questions," declared the Doctor. Barnabas Addams got up wearily from his wooden bench and clasped the bars.

"I do not know what I did, I do not know why I am here, and I do not remember why I did whatever it was," he fired off as though it had become a routine. Will stepped away from the Doctor and came closer to the man who looked so peaceful now, but who had been the most savage of monsters a month earlier. It was a strange transition.

"Can you tell us what you _do _remember?" Barnabas regarded Will, trying to deduce whether or not she would believe him.

"I remember your face, child," he said at last, "and I remember my body feeling like it was on fire. I fell onto the pavement. A woman's face lingered in the darkness. She had eyes like the evil one himself. I do not know where she went, for I was unconscious soon after."

The Doctor thrust a hand into the pocket of his trench coat and searched hastily for something, the fabric swallowing up more of his arm than it should have been able to. He pulled out a cotton swab and a small, plastic tub.

"I need you to run this along the inside of your mouth. Don't worry about what it is, just do it," he instructed.

"Well, as long as it is decent then alright." Barnabas stuck the swab into his mouth and passed it back to the Doctor, who carefully placed it into the container.

"Thank you for your help, father," called Will as the Time Lord dragged her out of the room. Barnabas sighed contentedly. He knew that he would eventually be released on lack of evidence, but the smile on that girl's face- the one whom he remembered from that horrid night -made the wait worthwhile; for he had found peace in a good deed once again.

* * *

"Adventure is like a strong and professional horse whip.  
Sometimes it stings like a blow to the head,  
or like a best friend's icy quip.  
But other times adventure is like a babbling brook,  
turning left-ways, side-ways, front-ways and any-ways.  
Never the same as long as you look. "

The Doctor glanced up from the TARDIS scanner as it analysed the priest's spit sample. "What are you talking about, Will?"

"Sorry," she replied absently, sitting on one of the crash-chairs. "I was simply quoting a poem. This is the first real adventure I've ever had in my life, except for the time I was nearly run over by a horse named Alfred. It is rather enjoyable."

"You think this is fun?"

"Yes! Is it not for you?"

"It used to be," admitted the Doctor. "Back when everything was all innocent and all 'let's travel the universe, Doctor!' But everyone's gone. I'm alone, and it feels like an endless wheel of sights that have been seen and people that have been met. What fun is there in _that_ adventure…?"

Will's smile drooped. She twiddled her thumbs, mulling over questions about magic boxes and red eyes. Her mouth stayed shut until the Doctor jabbed the scanner happily.

"Found it, a trace of the red-eye virus. Whatever it is took over a woman who was passing by and then in turn nestled inside her family- spreading on and on and on. With this sample of DNA we can track down all of those infected."

"You said that it was changing the future of Earth," prompted Will.

"Would you like to see?"

* * *

Fire. It gripped every blade of grass and every building. People in torn and ragged clothing dashed out from behind overthrown buses and cars. They searched savagely in the refuge, looking for a scrap of meat or a drop of water. Will slammed the doors. Tears pricked in her eyes.

"It simply isn't true," she cried. "This is a trick of your magic."

The Doctor placed an arm awkwardly around her shoulder. "I'm afraid it isn't. Now, we're going to go somewhere far away. Further away than anything you've ever known and further away from Earth itself. This is where I need your help. Are you with me, Will?"

She fiercely wiped away a fallen tear and leaned into his arm, the image of her planet's future dancing before her mind's eye.

"Yes, I am with you."


	3. Shards

The room shone with a dim, blue light. It curved around in a giant circle and ended at an intricate gate. Will instantly dashed over to the windows and placed her nose against the glass.

"Another world," she whispered. "Somewhere far from London, from Earth, from all known reality. I do not understand how your magic does this. Who are you, Doctor?"

"You've become very curious all of a sudden," noted the Doctor, standing beside her to share the view of the shining city below.

"Well, we are millions upon millions of miles from my home. It_ is_ sort of making me think over this situation."

Without answering her, the Doctor pulled out the tub of Barnabas Addams' spit and passed it to Will. "See that gate over there?"

"Yes." She tore her gaze from the window and took the tub gingerly, as though it were made of gold.

"Beyond it lies the medical lab of Meorlas V; the best known facility for concocting cures to human illnesses and diseases, but unlike some- they are completely legitimate." His eyes glazed over a little as he remembered his time in New New York.

"A planet of physicians?" asked Will. The Doctor nodded with a small smile.

"A planet of strictly_ female_ physicians. Males aren't allowed to make requests for medicine." Will's mouth opened in a perfect _o_. Woman doctors. Her shock turned into pride, which in turn became happiness. She clutched the tub and spun resolutely on her heels. "You can count on me, Doctor. I shall get you the medicine. Earth will not end up as I saw." She walked up briskly and knocked on the gate, eliciting a hollow and watery sound. The Doctor hung back. A slot in the metal opened to reveal a pair of lime-green eyes set deeply against blue skin.

" 'ello? Can I 'elp you?" asked the voice behind. "Do you 'ave a request for a cure? I mean, usually there's a wa''ing period in all…" The alien froze at Will's blank expression. "Pass your DNA swab through that li''le 'ole, right?" Will finally noticed another small opening in the gate and placed the tub on its shelf. A blue hand darted out and slipped it inside. Will marveled as the large, dark gate itself began to fade away, showing a winding laboratory beyond. She watched as the short, blue women busied themselves at a giant and overwhelming machine.

The thing swallowed up the DNA tub and instantly started pouring multi-coloured liquids into a bubbling vat. One of the blue doctors eagerly stirred the mixture with a wooden spoon twice her size. The Doctor caught Will's eye and smiled. Her wonder, her joy, her surprise...It made him remember why he so often traveled with humans. They made him feel new again.

" 'ere you go, ma'am." The blue gatekeeper placed a tiny silver vial in Will's outstretched palm.

"Oh, thank you! You have no idea how much this means, how important this is," she said, closing her fingers around the bottle. The blue woman made a happy clicking noise with her mouth as Will returned to the Doctor.

"Good job," he praised, pocketing the cure.

"Why are men not allowed to make requests? What was stopping you from getting the medicine?" asked Will as they walked back to the TARDIS. "Not that I minded the task," she added quickly.

"Well….There was a sort of 'incident' the last time I was here," replied the Doctor sheepishly. "It's sort of my fault that men aren't allowed to ask for anything anymore." Will looked both appalled and amused. Either way, she snickered. Back in the console room, the Doctor set course for Earth again. He explained to Will that he would need to give the cure to those affected by the red-eye virus.

"I _did_ figure that part out," replied Will sarcastically. "I just do not understand how such a small amount can be given to so many. Is it more magic?"

"There's a simple answer to that," declared the Doctor. "We're going back. Right back to when it first manifested in the priest. We're going to rewrite time."

Will suddenly recalled a word she'd read from a book. "Is that not a p-paradox?"

The Doctor winked. "Oh, you're good. But no, most of the events that occurred the night we met will still happen. I'm going to use this cure to keep the red-eye contagion within Barnabas, so that he can't infect anyone else. All that will change is the outcome of Earth's future, back to the way things were. Time will heal itself."

Will massaged her temples irritably. She didn't pretend to understand all of this, but she _did _know that it was starting to give her a headache. They landed back in 1890, two months earlier than Charlotte Arkwood's birthday ball. Will squinted against the darkness of the London night. Barnabas Addams skipped merrily across the pavement, tipping his hat to a group of women as he passed. They tittered cheekily and waved at him, but the priest did not notice- content to simply walk towards his church. Inside the TARDIS, the Doctor gripped his stomach. He leaned against the console as his vision spun like a top.

"Are you alright Doctor?" Will stepped back in, glancing nervously at the retreating figure of Barnabas Addams.

"I...Well, yeah. I'm fine." The Doctor seemed to look right through her. "I just felt a strange sort of tingling in my gut."

Will raised an eyebrow and took the Doctor's hand. "Come on, we must stop that priest." The Doctor allowed her to drag him outside, seeing the world through a fuzzed out haze. He blindly reached for the Barnabas' collar and forced him to a halt.

"I do not have anything worth taking," said the priest calmly, struggling under the Doctor's clammy grip. Will gently pried her friend's fingers from Barnabas, her worry for him growing.

"We are sorry sir, but there is something we must give you. It shall not hurt. We mean you no harm," she promised.

The priest shivered and turned around."Your male companion seems to be in a worrisome state of health." Will realised that the Doctor was putting more of his weight on her as Barnabas spoke. He passed the vial to the priest. Suddenly their fingers touched and a red light passed between them. The Doctor and Barnabas fell to the pavement, both unconscious. The tiny vial of medicine lay in a pile of clear shards around them. Wil dropped to her knees.

"Doctor," she cried, shaking his unmoving form. "Doctor, wake up, please!" She picked up a piece of glass and saw a reflection of herself. Her eyes were red.


	4. Memories collide

She felt anger coursing through her veins. The world was one, great, big, giant enemy. Will wanted more than anything to lunge at it -teeth barred- and destroy. No longer did the Doctor matter, the priest, or even her family. Everything had to die. The Doctor sat bolt upright, his trenchcoat drenched in mud, and held Will to the spot before she could run away.

"It's alright," he purred gently, "you're going to be alright." Will swatted fiercely at his face but he held her hands together. "You're not _you_ right now and if you don't calm down you're going to end up like the priest." He tilted his head to Barnabas Addams, who was running off into the darkness, growling aggressively. Will barely registered anything except the possessive and uncontrollable urge to kill. The Doctor suddenly swooped up her small form and held her tightly like a straightjacket, forcing his way back to the TARDIS, ignoring her thrashing and biting.

"I'm sorry," he said as they entered the ship. "I made you come with me and now-" The Doctor grimaced in pain as Will's foot connected with his ribs. She finally pulled herself out of his arms and fell to the console room floor.

"Of course," whispered the Doctor as his eyes locked onto his precious controls. The time rotor radiated crimson, dipping the entire room in red. He rushed over but felt the burning of electricity in the air- pushing him back. The doors closed.

"I have lain dormant inside your TARDIS for so very long," boomed Will, standing up like a puppet tied to strings, "and in all that time I have been watching you. I know everything about you, Doctor. Now is the optimal time for me to leave and spread myself- when you are vulnerable and alone." The Doctor looked down at Will in disgust.

"Who are you, and why are you controlling this human?"

"Questions, questions! I'm liking this."

"Get out of her, _now_."

"Sorry, but I need a body.

"Then take me instead," ordered the Doctor. He spread his arms bitterly.

"How _noble_." The creature inside of Will used her mouth to spit on his shoe. "But alas, I cannot. We aren't compatible, you and I. Just earlier I was able to hide away in your body for a short amount of time, but I couldn't take you over as I have done with this puny little human. Wilhelmina Arkwood, so insecure and primitive; no barriers against me whatsoever. Perfect. Others are a little harder, like that priest...What did you call him, Barnabas? He had very strong protection around his mind. Still, easy enough."

"When you've finished gloating…" The Doctor whipped out his sonic screwdriver. "Why don't you tell me your plan, we can talk for a while, and I'll stop you. That's how these things normally go.'

Will chuckled. "How about a little game instead? If you can set your mind free, I'll tell you all you need to know."

"You said…"

"I won't completely inhabit your mind. It will just be enough to bring you into her illusion." The creature jabbed Will's chest with her thumb. "Deal?"

"I-" Before the Doctor could properly reply, a coiled snake of red light slithered from Will's eyes and wrapped itself around the Doctor's neck, squeezing the air from his lungs. He reached for Will but she was getting smaller. No, she was getting further away.

"Doctor!" His vision slowly became clearer. Will shook him again. "Doctor, it is alright now!" She was cradling his neck on her lap and smiling down at him.

"The red light." He groggily pulled himself to his feet. "This isn't real you know. It said it couldn't take me over, but it's got you. Will stayed on the ground, her large eyes looked up at him dolefully and she patted the grass beside her.

"Everything is fine Doctor. Why are you so worried?" she cooed. The Doctor grabbed her arm and hastily yanked her to her feet.

"This field is a memory. The creature -the red creature- has got you and will do it's best to make sure you can't see it. Look where you were just sitting. Do those blades of grass look like anyone even remotely heavier than a _feather_ has sat on them?"

Will jerked herself out of the Doctor's grasp, tears streaming from her eyes. On the distant horizon, a small crack formed against the sky. She ran along the grass, her flowing white dress morphing into a puffed up evening gown with blue ruffles. The Doctor caught up with her, but suddenly the field had faded into a golden ballroom, and they were waltzing in and out of a crowd.

"It's gone from making people aggressive to hurting them in other ways," muttered the Doctor.

"I adore the suit," said Will as though she hadn't heard. She bit her lip. "Actually, I don't remember you putting it on."

The Doctor leaned in closer, making it look like part of the dance. "Because I never did, and something _knows_ that you like this suit."

"It…" Will spun in time to the music. "It...b-belonged to my father." She caught a glimpse of her sister, Meryl, stepping up on the stage to sing. Will couldn't remember the last time Meryl had sung for them, which was a shame because her voice was lovely to the point that it hurt. The faraway figure was dressed in funeral black, her mousy hair tied back in a tight bun. The Doctor turned to drive Will towards the back of the ball when he noticed it: Meryl's burning red eyes.

"Stay calm," the Doctor whispered. "We're going to find an exit. Just follow my lead." He dipped her expertly and as she came up, they floated over to the far wall.

"This song is dedicated to my darling sister, Wilhelmina, for completing her mathematics final in school. After four tries, she's finally done it." Meryl seemed to flicker between a teenager and an adult, fizzing randomly as though she couldn't decide. The dancers cheered as she started to sing, but they were flickering too.

"What is going on? These people-" Will gasped as a little boy became a fully grown man just in time to push past her.

"Memories colliding. I have the strangest feeling that our red friend has never done this before. In its own personal timeline, you're only the second body it's ever taken over to this extent as far as I know," replied the Doctor. They both stood side-by-side, backs against the wall. "They aren't real Will, just look away."

"But their eyes…I can't stand it." The duo had become the centre of attention and all eyes were quite literally on them. It was a sea of scarlet and crimson, gnashing teeth and outstretched hands. There was nowhere to run as the crowd advanced. A woman hungrily attacked the Doctor. He scrambled forwards, falling into the arms of the phantoms. Will tore herself away from the strange hands that tugged at her gown and hair. She laughed with relief when she found herself back outside. Safe. It was the calm, green field again; the one she would always sprint through as a little girl with her brother and sisters. Before their father died. Before everything seemed to be divided. The sky stretched onwards and Will felt like she could run forever. But the Doctor wouldn't have run, she knew it, and he had saved her life the very first day they met. Will looked back to her house and dashed inside hastily. She practically dived into the crowd. People with red eyes clawed at her, screaming and flickering as Will crouched beside the Doctor.

"Let us leave this place," she hissed. The Doctor nodded.

_Get out of my head!_

They were back in the console room, breathing heavily and clutching at their chests. The Doctor rolled over onto his side to see that a crimson light was struggling desperately to get out the door.

Will coughed and crawled closer to the Doctor. "Is that not- Mmph!"

He slapped a hand over her mouth and placed a finger to his own. They watched the red light seep through the doors and fizz out into the vortex. Will threw open the doors, her hair whipping around her face. She saw the red light look back- giant teeth gnashing.

_You have won this round, but the game's not over._

Will closed the doors again. The Doctor took her hand and led her to the console. They stood there in silence for a moment before the Time Lord sprung to life, dancing around the controls, pressing buttons and typing in commands.

"Where are we going now?" asked Will, shivering.

"That part of the entity may be trapped, but it's living on inside the human race, and will continue to do so unless we can stop it," replied the Doctor. "We've gone _back_ already, so we can't risk

causing a paradox. We're going forward in time. We're going to the future!"

Will smiled. She could still feel traces of anger and resentment that she knew didn't belong to her. The red light had given up their minds easily. It had bigger fish to fry. She saw the Doctor standing over his precious TARDIS and looking almost as disheveled as she did. Her white dress was hanging in torn ribbons around her feet, her hair had fallen from its bun into tangled curls and her stockings were barely there any more. Will blushed and grasped her ankles.

"Doctor, I must make a quick request before we leave," she said. The Doctor raised an eyebrow. "Please may I get changed? If a girl is to go adventuring, she must be dressed for the occasion." Before the Doctor could speak, Will ran off into the TARDIS hallways.

The Time Lord shrugged. "Women."


	5. Fall

They met up in the console room. Will had a hand over her eyes, because even though the Doctor could still see her she couldn't bring herself to meet his gaze. It had been nearly impossible to find something that she deemed both respectable and practical. Oh sure, there had been a pile of absolutely lovely dresses from her era, but they were all folded up neatly under a note that said 'do not touch, Jamie, I mean it,' so she had left them alone. The Doctor looked at the way she was covering her face.

"What…?" he began.

"Must there always be an explanation for everything I do?" Will chuckled and finally managed to lower her hand. The Doctor was decked out in brand new suit -blue this time, minus the trenchcoat- and green converse. Will on the other hand was wearing a black shirt with long sleeves that puffed up at the shoulders and hugged her arms. Her hair had been tied back in a loose ponytail and she wore a pair of the Doctor's converse over her skintight black trousers. The trainers would have been too big, but she'd tied the laces around to keep them in place.

"Such strange clothing in your vessel," said Will. "These shoes are flat, like slippers, yet strong like boots." The Doctor -who was leaning against the TARDIS doors- opened them and took Will's hand.

"Are you ready to see the future of Earth?" he asked.

"Oh yes!" Will squeezed his fingers. They stepped out into a world that couldn't have been more unfamiliar. Crowds of people trundled along gravelly roads in an endless line. Even more were bringing huge sacs in and out of towering buildings that shone in the sun. It was like a war camp, except everyone had a smile on their face and seemed to enjoy what they were doing.

"Welcome to the year 1990, one hundred years in your future. This is also exactly _five_ years (if I've got my dates right) before the red eye virus has completely devastated Earth. We are currently in New York city, America, the last place to be hit."

"But they look so...Blissful," observed Will, coughing.

"Well, you know what they say about ignorance. The red eye entity has already consumed the rest of the world by this point, but after 90 years or so of defences and preparation, the survivors have let down their guard a little. Now they're just carrying on as if nothing ever happened."

Will coughed again. "The air is even more putrid than that of home. I cannot breathe."

"Don't worry, you'll get used to it. Now, we've gotta see if we can reason with this creature. It may sound like a weak plan of action, but it's the only way. If this doesn't work…" Will nudged her shoulder against his arm. He sighed. "If this doesn't work, some of my best friends in the world will never have existed."

"What are their names?" asked Will. The Doctor opened his mouth to speak, but the words seemed to die on his tongue. He looked off into the distance. Will leaned her head on his side. She knew that he was having trouble remembering and it scared her. What could be powerful enough to remove one's memories? She didn't understand. Her eyes drifted over to a gang of teenagers in hoodies and low-riding jeans. They were all huddled around a pile of bottles, trying to hide themselves behind a building. Will approached the youths. The oldest looked about her age, 20, and glared up at her with sunken blue eyes.

"Do not be alarmed, I merely wish to ask if you have seen any red eyes recently?" Will smiled innocently as the Doctor approached.

"We've got a fancy pants over here!" The man chortled, taking a sip from his bottle. "Don't you realize that the red virus has died out? We're safe here; everyone's growing their own food and making their own water. I say let the other countries rot, eh?" A few of the other teenagers shouted in agreement, some didn't.

"Yes, I do realise what you _think_." Will lost her smile. "But it is a serious question that demands a serious answer!" She bristled angrily. Another one of the teenagers -a blonde- spoke up.

"No, sorry, we haven't seen anyone with red eyes over here," he said genuinely. Will thanked him and turned to speak with the Doctor, but he had gone. "Where did he go? My friend, did you see where he went?" The blonde teen shook his head and tapped his bottle absently. Will ran out into the street. "Doctor! Where are you?!" The teenage gang called out to her. A large, metal shape was heading straight towards her vulnerable form. She felt pain, but not from the car. A coil of red light had latched itself around her wrist and pulled her to safety, tossing her to the ground. Will lurched as all the air was knocked from her lungs.

"You...saved my life," she gasped. The red light seemed to glow a little softer.

"I saw into your mind. It was long ago for me, but merely an hour ago for you. I got to understand your thoughts -as I did with the Doctor through his ship, as I do for all those I inhabit- and I don't know why, but I just couldn't watch you perish that way," it said.

Will crawled to her feet, still clutching her stomach. The teenagers had all dispersed, so she was alone with the creature. "Where is the Doctor?"

"He ran off to investigate. He _abandoned _you Will, just as he does with all his friends. Except, you're _not_ his friend, you're an assistant. You helped him, and now your usefulness has expired."

"Stop it."

"The Doctor is not far away; I could still destroy him from this distance. Perhaps I cannot take over his body, but you know it would not take a lot to make _you_ kill him."

"Wait, do not harm him. Let us have one more game," coaxed Will. "One more challenge; only this time, if I win: You go with us into the Doctor's vessel and we undo all of your damage. If you win: There will be nothing to stand in your way...and you may have the magic ship." Will cringed, knowing that the TARDIS was not hers to barter, but she was desperate.

The crimson light fizzed in agreement. As if on cue, the Doctor came running up with his sonic screwdriver raised, yelling something about getting out of there. She reached for him. Everything fell into darkness.

_Help me. I am falling and I cannot get up. Help me._

"Wilhelmina, you know that I love you." Her father cradled her in his stocky arms.

"Do you love me the _mostest of all_?" asked 5-year-old Will

"There is no such word as 'mostest,' dear," said Mrs. Arkwood.

Mr. Arkwood pulled his youngest daughter in closer.

"Do not listen to your mother my precious Will. I know you have had a bad day -we all have- but the others will not let me cuddle them anymore." Suddenly a man burst into their parlor. Will burrowed further into her father's coat.

"Come with me," said the Doctor. "You can do it Will. You started this challenge, and you have to be the one to end it. I'll do my best to help you if you can fight it! This isn't real...Remember that field? Remember your sister and those red eyes?"

Will found herself growing taller, taking his hand. The parlor faded away and the Doctor smiled. "Good luck," he whispered, releasing her. She fell into the darkness.

"Doctor!" she cried.

"Don't worry Wilhelmina, the man who haunts your dreams may just come back...If you are strong enough, that is." A blue and pink striped cat faded in and out of the shadows. He waltzed through the air while she fell, and grinned the biggest of grins. Will screamed and tried to scramble backwards but only succeeded in spinning herself in circles, a candle bouncing off her foot. Some sheets of music fluttered past. The cat slinked closer. "Welcome to your nightmare. Welcome to the land of your childish fears."

"Go away!" exclaimed Will. The Doctor was suddenly falling with her again, just when she needed him. "Oh Doctor, it's the cat from 'Alice's adventures in Wonderland'! That horrible creature used to scare me to death!"

"Don't give me any ideas," purred the feline. Will screamed again as its smile stretched wider. "Calm down. Although you despise my kind, shrieking like a banshee is not going to help you here." Will glanced over to the Doctor, who smiled reassuringly.

"I may hate cats," she said, turning back to the feline, "but there is something I do not mind that shall _really_ get under your fur."

"And what is that?" The cheshire cat raked the tips of his claws along her skin, threatening to break it.

"What I do not mind, is dogs!" Will felt the raw ferocity and power as she projected the memory of her neighbour's poodle, Flopsy. Alright, so it hadn't exactly been _fierce_, but it became that way in her mind. Flopsy bit at the cheshire cat and with a final roar, they both vanished in a puff of red smoke.

"Grab that piano!" exclaimed the Doctor. They both rolled over in the air and landed heavily on the ivories. "Will, hold on, I think it's almost over." He pointed to a miniscule sliver of light at the bottom of their drop. "Will…"

_Wake up._

Her eyes flickered open.

* * *

_**A/N: Reviews= a happy author, and a happy author= more chapters! Thanks to all those who have read, favourite'd and reviewed so far! You're the best :D**_


	6. The bravest one of all

"Did I win?" asked Will, tiredly. The Doctor crouched down beside her on the pavement and nodded.

"Look," he said, pointing to the TARDIS. The red light was waiting outside, true to its word, and the streets were now deserted. A ghost town. "Are you okay?"

Will stood up despite the fact that her legs felt like jelly and took his hand. "Yes, I am," she rolled the next word around on her tongue as it was foreign, "okay. I am always _okay_. Are you?"

" 'course. Now, let's go before the New Yorkers come back. Wouldn't want to cause another scene."

Will eyed the red entity. If it were human, she was sure that it would be smiling sweetly as they approached, like a child trying to get on their parent's good side. The Doctor side-stepped it warily and opened the TARDIS. His eyes kept darting to Will, telling her that they had no choice but to trust it for now. She sighed and walked in after the light, keeping a close watch. Nothing was ever _this_ easy.

"So you're going to take me to the priest and confine me within his body - reversing my chances of taking over the Earth, correct?" asked the red light. It floated around the TARDIS console.

"Yes. It's unfortunate, but it's either him or the human race that suffers," replied the Doctor, sending them through the vortex with the flick of a lever.

"You've changed. You're _different_." The light almost seemed to turn to Will as it said this. "What happened to causing paradoxes to save a life, or letting civilizations _burn_?"

"I'm not…" The Doctor leaned against the controls, his voice dropping to a gruff whisper. "I'm not that man anymore." Will saw the ancient anger and fire that danced behind his eyes. She hardly knew him -this man and his magic box- but now this had become painfully clear. The Doctor looked at her and forced a smile. She turned her head.

"We're here," he announced, moving to the TARDIS doors. "Will, what's wrong? Are you letting this _thing_ get to you?" He pointed angrily to their passenger.

_He _abandoned_ you Will, just as he does with all his friends. Except, you're not his friend, you're an _assistant_. You helped him, and now your usefulness has expired._

"Am I the first person to travel in your box with you?" asked Will, remembering what the red entity had said to her before. The Doctor paused, his fingers on the door handles.

"No."

The light flowed gleefully at this simple answer.

"What happened to the others?" Will saw the colour drain from his face.

"We have to get to the priest. Can we do this later?"

"I…" Will shivered as her eyes drifted over to the red light. It was egging them both on. It was _enjoying_ this. She clutched her head, shaking like a wet dog. The Doctor had saved her life. He'd helped her. She blinked away an angry tear. "Doctor, I am sorry, I d-" Suddenly the doors burst open, throwing the Time Lord to the floor. Barnabas Addams helped him up.

"I knew it was in here," growled the priest. "That light, calling to me. It has been three months since our last meeting in the prison and it is still whispering to me, making me angry. This box that contains such size within cannot hide you, monster." Barnabas's eyes flashed red and the light hissed at him. It coiled around his prone form and forced its way into his mouth like a slithering snake. Spasms ran through the priest's body. He sprinted out into the pitch-black night, driven by the creature inside him.

"I am sorry, Doctor." Will leapt over to his place at the doors.

"What're you sorry for?" asked the Doctor.

"You are sad. I am sorry."

He smiled warmly and took her hand. "Let's go." Will nodded solemnly.

* * *

They stood, side-by-side on the pavement. The coursing, violent waves of the Thames reared angrily underneath them and Barnabas stood on the very edge, his hair whipping in the wind. Everything was hidden in the shadows, but the priest's eyes lit a crimson path for the Doctor and Will. They looked at each other for a moment and a mutual understanding passed between them. Will climbed up to one side of Barnabas while the Doctor stood on the other. He glanced over to see her biting her lip, pale as the moon in fear.

"We need you to let him go!" exclaimed the Doctor over the noise. "The deal was that you hide inside this human, not take him over like this."

"Back off, Time Lord," gritted the entity. "You said no such thing. Besides -if you come any closer- I'll kill him, even though you wouldn't care." He stepped backwards as far as possible, letting the waves' hungry fingers claw at his legs.

"You were right, I've changed; but if you kill this man, I will make sure you remember that I've changed my mind." The lone dock worker straightened his cap nervously and briskly walked away from the scene.

The entity's face flickered through a range of emotions as Will took a hold of his arm.

"Barnabas, if you are still in there, remember our meeting! I came to you in a moment of need. You are a _priest_, a person who listens to the problems of others. A good man! Where has that gone?" she yelled.

The priest pulled out a palm-sized, wooden cross and clasped it desperately as his eyes flashed blue again. He held the sharpened end to his chest. "Stop this, human fool! Think! I was only bluffing, I wouldn't kill you, stop!"

Will felt the icy water of the Thames splashing against her legs once more. She jerked back as the priest's arm was torn from her grip. Barnabas fell onto the pavement, the cross embedded in his heart. With his last breath, he contained the raging entity, forcing it to finally die with him. The river roared, furious at having been cheated of its victim. Will dropped to her knees on the wall. The Doctor sat and took her up in his arms, rocking her gently until her eyes were dry again.

"I do not understand," she said. "If the future has been fixed, why can I still remember all those horrible things?"

"Time has been rewritten, but we were at the centre of it," replied the Doctor into her damp hair. "I'm sorry, but you'll retain both versions of your memory. You'll get used to it. We'll both keep Barnabas alive in our minds, because in the end, he was the bravest one of all." The Doctor lead Will to the console room, where she curled up on the crash-chairs.

"We're here," he declared after a few minutes. "Your house is just outside. You can go now, if you want."

Will sniffled. "Well," she stood up and leaned against the opposite side of the console, "I may have, sort of, run out of tea at my home. And I _did_ just watch a man die."

The Doctor smiled. "Would you care to travel with me?" he asked dramatically.

"Oh yes!" Will laced her arm through his.

* * *

The funeral for Barnabas Addams was a quiet affair. Earth's future had been set on the right course thanks to him, but most of the people who gathered round his grave were none the wiser. Further off from the small crowd, two figures stood watching silently. They tipped their hats as the friends and family dispersed, slipping away; back to their ship. Ready to explore and seek out adventure.

"Doctor, where are we going now?" asked Will.

"Anywhere you want, it's just outside those doors," said the Doctor. "Allons-y!"

* * *

_~To be continued in the oneshot 'Adjustment' and the sequel 'Saving Cupid.'~_


End file.
